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ARTICLE I
DEFINITIONS
1.01.
Accounting Firm
Accounting Firm means the accounting or
consulting firm designated by the Corporation.
1.02.
Administrator
Administrator means the Committee and any
delegate of the Committee appointed in accordance with Section
5.07.
1.03.
Affiliate
Affiliate means any corporation which,
when considered with the Corporation, would constitute a controlled
group of corporations within the meaning of Code section 1563(a)
determined without reference to Code sections 1563(a)(4) and
1563(e)(3)(C) and any entity, whether or not incorporated, which
would be under common control with the Corporation within the
meaning of Code section 414(c).
1.04.
Board
Board means the Board of Directors of the
Corporation.
1.05.
Cash Balance Plan
Cash Balance Plan means the Alliance One
International, Inc. Pension Plan (formerly known as the DIMON
Incorporated Cash Balance Plan), and any successor
thereto.
1.06.
Capped Parachute
Payments
Capped Parachute Payments means the
largest amount of Parachute Payments that may be paid to the
Participant without liability under Code section 4999.
1.07.
Cause
(a)
If on the date of the Participant’s
separation from service the Participant and the Corporation are
parties to an employment agreement or change in control agreement
that defines the term “Cause” (or a variation thereof),
then Cause has the same meaning as set forth in that
agreement.
(b)
If on the date of the Participant’s
separation from service the Participant and the Corporation are not
parties to an employment agreement or change in control agreement
that defines the term “Cause” (or a variation thereof),
then Cause means (i) the Participant’s commission of an act
constituting fraud, theft, misappropriation of funds of the
Corporation, embezzlement or material dishonesty; (ii) the
Participant’s
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engaging in conduct that constitutes
willful gross neglect or willful gross misconduct in carrying out
the Participant’s duties to the Corporation, resulting, in
either case, in material harm to the Corporation’s financial
condition or reputation; (iii) the Participant’s conviction,
or plea of nolo contendre to, any felony or (iv) the
Participant’s refusal or failure to substantially perform the
Participant’s material duties, responsibilities and
obligations to the Corporation. Any act or failure to act on the
Participant’s part shall be considered “willful”
if done or omitted to be done by the Participant not in good faith,
and shall not include any act or failure to act resulting from the
Participant’s incapacity.
1.08.
Change in Control
(a)
Change in Control means that (i) any
“person” (as such term is used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended)
becomes the beneficial owner, directly or indirectly, of securities
of the Corporation representing more than 30% of the aggregate
voting power of all classes of the Corporation’s voting
securities on a fully diluted basis, after giving effect to the
conversion of all outstanding warrants, options and other
securities of the Corporation convertible into or exercisable for
voting securities of the Corporation (whether or not such
securities are then exercisable); (ii) the shareholders of the
Corporation approve (A) a plan of merger, consolidation or share
exchange between the Corporation and an entity other than a direct
or indirect wholly-owned subsidiary of the Corporation or (B) a
proposal with respect to the sale, lease, exchange or other
disposal of all, or substantially all, of the Corporation’s
property; or (iii) during any period of two consecutive years
(which period may be deemed to begin prior to the date of this
agreement), individuals who at the beginning of such period
constituted the Board, together with any new members of the Board
whose election by the Board or whose nomination for election by the
shareholders of the Corporation was approved by a majority of the
members of the Board then still in office who either were directors
at the beginning of such period or whose election or nomination for
election was previously so approved, cease for any reason to
constitute a majority of the Board.
(b)
Section 1.08(a) to the contrary
notwithstanding, a Change in Control shall not occur by reason of
the consummation of the transactions described in the Agreement and
Plan of Reorganization between the Corporation and Standard
Commercial Corporation.
1.09.
Code
Code means the Internal Revenue Code of
1986, as amended, or any successor thereto, as in effect at the
relevant time.
1.10.
Committee
Committee means a committee of the Board
appointed to administer the Plan.
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1.11.
Compensation
Compensation means the taxable earnings
for services rendered as an Employee and paid in cash by the
Corporation to the Participant, excluding commissions, extra pay
for temporary foreign service, amounts paid as special incentive
bonuses in connection with the transaction described in Section
1.08(b) and severance or similar benefits paid by the Corporation
on account of termination of employment, plus amounts deferred
under Code sections 401(k) and 125 pursuant to the
Participant’s salary reduction agreement.
1.12.
Control Change Date
Control Change Date means the date on
which all of the events necessary for a Change in Control have
occurred.
1.13.
Corporation
Corporation means Alliance One
International, Inc. (formerly DIMON Incorporated) and any successor
corporation.
1.14.
Credited Compensation
Credited Compensation means 1.1%
multiplied by years of Credited Service multiplied by the average
of the Compensation paid to the Participant with respect to periods
of employment with the Corporation or an Affiliate during the five
consecutive years during the last ten Fiscal Years that the
Participant was employed by the Corporation or an Affiliate that
yields the highest number.
1.15.
Credited Service
Credited Service means a
Participant’s total period of service as an Employee who is
compensated on a salaried basis plus the additional years of
Credited Service, if any, that the Participant would earn on
account of continued employment as a salaried employee of the
Corporation until the date the Participant attains age 65. All
periods of such service (whether or not consecutive or continuous)
shall be aggregated and twelve months of such service shall
constitute a year of Credited Service.
1.16.
Employee
Employee means a person who is an
employee of the Corporation or an Affiliate.
1.17.
Executive
Executive means an Employee who is
designated by the senior management of the Company.
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1.18.
Fiscal Year
Fiscal Year means the Corporation’s
taxable year for Federal income tax purposes.
1.19.
Good Reason
(a)
If on the date of the Participant’s
separation from service the Participant and the Corporation are
parties to an employment agreement or change in control agreement
that defines the term “Good Reason” (or a variation
thereof), then Good Reason has the same meaning as set forth in
that agreement.
(b)
If on the date of the Participant’s
separation from service the Participant and the Corporation are not
parties to an employment agreement or change in control agreement
that defines the term “Good Reason” (or a variation
thereof), then Good Reason means (i) the assignment to the
Participant of any duties that are inconsistent with the
Participant’s position with the Corporation as of the
completion of the transaction described in Section 1.08(b); (ii) a
decrease in the Participant’s annual base salary, target
bonus or aggregate benefit levels from those in effect as of the
completion of the transaction described in Section 1.08(b) or (iii)
any failure to secure the agreement of any successor corporation or
other entity to the Corporation to fully assume the Plan as
provided in Section 7.06.
1.20.
Joint and Survivor
Annuity
Joint and Survivor Annuity means an
annuity for the life of the Participant with a survivor annuity for
the Spouse payable during the joint lives of the Participant and
Spouse and which is the actuarial equivalent (using the actuarial
assumptions and methods applicable to the Cash Balance Plan) of an
annuity for the life of the Participant.
1.21.
Net After-Tax Amount
Net After-Tax Amount means the amount of
any Parachute Payments or Capped Parachute Payments, as applicable,
net of taxes imposed under Code sections 1, 3101(b) and 4999 and
any State or local income taxes applicable to the Participant as in
effect on the date of the first payment under this Plan after a
Control Change Date. The determination of the Net After Tax Amount
shall be made using the highest combined effective rate imposed by
the foregoing taxes on income of the same character as the
Parachute Payments or Capped Parachute Payments, as applicable, in
effect for the year in which the determination is made.
1.22.
Normal Retirement
Allowance
Normal Retirement Allowance means the
benefit described in Section 3.01.
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1.23.
Normal Retirement Date
Normal Retirement Date means the first
day of the month coincident with or next following a
Participant’s retirement from the Corporation or an Affiliate
after meeting the requirements of Section 4.01 or, in the case of a
Participant who satisfies the vesting requirements of Section 4.02,
the date the Participant would have met the requirements of Section
4.01 if the Participant had remained an Employee of the
Corporation.
1.24.
Offset Amount
Offset Amount means the sum of the
monthly benefits, if any, payable to or on behalf of a Participant
under the Cash Balance Plan or any supplemental executive
retirement plan maintained by the Corporation or an Affiliate
(other than the DIMON Incorporated Supplemental Executive
Retirement Plan) and any other benefit plan maintained by the
Corporation or an Affiliate (other than a tax-qualified 401(k)
plan). For purposes of Section 3.01(a), the Offset
Amount shall be the monthly amount that would be paid under a
single life annuity commencing as of the Participant’s Normal
Retirement Date. The Offset Amount shall be
determined using the actuarial assumptions and methods applicable
to the Cash Balance Plan as of the date the Participant
Retires.
1.25.
Parachute Payment
Parachute Payment means a payment that is
described in Code section 280G(b)(2) (without regard to whether the
aggregate present value of such payments exceeds the limit
prescribed by Code section 280G(b)(2)(A)(ii)). The amount of any
Parachute Payment shall be determined in accordance with Code
section 280G and the regulations promulgated thereunder, or, in the
absence of final regulations, the proposed regulations promulgated
under Code section 280G.
1.26.
Participant
Participant means an Executive who
satisfies the requirements of Article II.
1.27.
Plan
Plan means the Alliance One
International, Inc. Pension Equity Plan, formerly known as the
DIMON Incorporated Pension Equity Plan.
1.28.
Pro Ration Percentage
Pro Ration Percentage means the
percentage determined by adding the “service fraction”
and the “age fraction” and dividing the sum by
two.
(a)
In the case of a Participant who had the
title Senior Vice President or above on July 1, 1995, the
“service fraction” is a fraction in which the numerator
is the Years of Service (in whole and fractional years, but not to
exceed thirty) credited to the
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Participant on the date of termination of
employment with the Corporation and its Affiliates and the
denominator of which is thirty. In the case of a Participant who
had the title of Senior Vice President or above on July 1,
1995, the “age fraction” is a fraction in which the
numerator is the Participant’s age (in whole and fractional
years, but not to exceed fifty-five) on the date of termination of
employment with the Corporation and its Affiliates and the
denominator of which is fifty-five.
(b)
In the case of a Participant who is not
described in clause (a) above, the “service fraction”
is a fraction in which the numerator is the Years of Service (in
whole and fractional years, but not to exceed twenty-five) credited
to the Participant on the date of termination of employment with
the Corporation and its Affiliates and the denominator of which is
twenty-five. In the case of a Participant who is not described in
clause (a) above, the “age fraction” is a fraction in
which the numerator is the Participant’s age (in whole and
fractional years, but not to exceed sixty) on the date of
termination of employment with the Corporation and its Affiliates
and the denominator of which is sixty.
By way of illustration, a Participant who
was not a Senior Vice President or above on July 1, 1995, and who
terminates employment at age fifty and after completing eighteen
Years of Service and after satisfying the vesting requirements of
Section 4.02 will have a “service fraction” of 18/25
and an “age fraction” of 50/60 or 5/6. In that example,
the Pro Ration Percentage is 77.7% (18/25 plus 5/6) divided by 2 =
(.72 plus .833) divided by 2.
1.29.
Retirement, Retire or
Retires
Retirement, Retire or Retires means the
termination of a Participant’s employment with the Company or
an Affiliate for any reason other than the Participant’s
death.
1.30.
Spouse
Spouse means the person to whom the
Participant is legally married on the date the Participant Retires
or dies.
1.31.
Years of Service
Year of Service has the same definition
as set forth in the Cash Balance Plan.
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ARTICLE II
PARTICIPATION
2.01.
Beginning Participation
An Executive shall become a Participant
in the Plan as of the date that his participation is approved in
writing by a resolution adopted by the Administrator. An Employee
who is not an Executive shall become a Participant in the Plan as
of the date that his participation is approved in writing by a
resolution adopted by the Administrator.
2.02.
Change in Status
A Participant shall cease to be a
Participant in the Plan as of the date that his designation as a
Participant is revoked or rescinded in writing by a resolution
adop
